Sample_Goods_Purchase_Agreement.pdf

005266.00006/1319292v

SUSD GOODS PURCHASE AGREEMENT

This GOODS PURCHASE AGREEMENT (“Agreement”) made and entered into this date of [DATE] by and between Stockton Unified School District (“District”) and [CONTRACTOR] (“Contractor”). District and Contractor are sometime individually referred to as “Party” and collectively as “Parties” in this Agreement

WITNESSED, the parties do hereby agree to perform services as follows:

1. SCOPE OF SERVICES:

Contractor shall provide [DESCRIPTION OF WORK] as described in Contractor’s Documents detailed in Exhibit “A”. The work will be performed under the direction of [SUSD Administrator Name/Title] for the District.

The terms of this Agreement shall be controlling in the event any of the terms hereof shall be in conflict with any of the terms in Exhibit “A”.

2. CONTRACT:

This complete Agreement includes the following:

✓ The District’s Terms and Conditions as stipulated in this document

✓ Contractor’s Documents (included as Exhibit “A”)

✓ Contract Purchase Order (will be sent after signature and needed documents are received)

✓ W-9 form (Company Name must be the Consultant)

✓ Certificate(s) of Insurance and Endorsements with SUSD as additional insured.

✓ Workers’ Compensation Certification

✓ Criminal Background Investigation/Fingerprinting Certification

✓ Drug-Free Workplace Certification

The contract documents are complementary, and what is called for by anyone shall be as binding as if called for by all.

3. TERMS:

The performance period of this Agreement shall be effective as follows

• Start Date: [START DATE]

• End Date: [END DATE]

This Agreement may be renewed upon mutual written agreement of the parties prior to the expiration of the current term. Any renewal shall be documented as an amendment to this Agreement and must specify the new term and any modified terms or conditions. The original term of this Agreement, together with any renewal periods, shall not exceed a total of five (5) years.

4. PAYMENT/SCHEDULE:

Contractor shall furnish to the District the above-described Services for a total cost not to exceed [AMOUNT] DOLLARS and 00/100 ($XX.00) per Exhibit “A” hereby attached. Payments will be processed on a monthly basis upon satisfactory completion of the delivery and receipt of an approved invoice within thirty (30) days of receipt of invoice.

Contractors who do not declare a State of California address may be subject to California tax withholding (up to 7%) for all services provided within the State of California. A CA590 or CA587 is required for all Non-resident Contractors.

5. ENTIRE AGREEMENT / AMENDMENT / MODIFICATION:

This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. Any amendment or modification of this Agreement shall be effective only if it is in writing and signed by the parties

6. NOTICE:

All notices required to be delivered under this Agreement to the other party must be in writing and addressed to the respective party as set forth below or to such other persons as the parties may hereafter designate by written notice to the other party hereto:

TO THE DISTRICT: STOCKTON UNIFIED SCHOOL DISTRICT

2141 Robindale Ave Stockton, CA 95205

Phone:

Attention:

TO CONTRACTOR: Name:

Address:

Phone:

Email:

Attention:

7. QUALITY:

All workmanship, materials, and articles incorporated in the items covered by this specification shall be of the best available grade of their respective kinds of the purpose for which the items are to be used. All equipment shall be new unless otherwise specified.

8. DELIVERY:

Contractor agrees to deliver prepaid all items on which purchase orders are accepted to the address indicated on the purchase order form. All costs for delivery, drayage, or freight, or the packing of said articles are to be borne by the Contractor.

All boxes, packing list and invoices must reference the correct District purchase order number.

Contractor to ship all ordered quantities when/if ordered. Backordered or special order items that will take more than the usual allotted time in transit must be reported to the District along with an estimated time of delivery.

Upon placement of an emailed purchase order, the successful Contractor shall confirm the order within 24 business hours and deliver materials within a fifteen (15) day period unless other delivery times or arrangements have been agreed to by the District and Contractor.

All boxes, packing lists and invoices must reference the correct District purchase order number.

Packing list must be provided upon delivery.

Items shall be required to be delivered to the Stockton Unified School District Warehouse, 2909 Sanguinetti Lane, Stockton, CA 95205, unless otherwise indicated on the purchase order.

9. PATENT, COPYRIGHT AND TRADE SECRET PROTECTION:

Contractor, at its own expense, shall defend any action brought against the District to the extent that such action is based upon a claim that the equipment or software supplied by the Contractor, or the operation of such equipment pursuant to a current version of Contractor-supplied operating software, infringes a United States patent, or copyright or violates a trade secret. The Contractor shall pay those costs and damages finally awarded against the District in any such action. Such defense and payment shall be conditioned on the following:

That the Contractor shall be notified within a reasonable time in writing by the District in any notice of such claim; and that the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when the principles of government or public law are involved, the District shall have the option to participate in such action at its own expense.

Should the components or software, or the operation thereof, become, or in the Contractor’s opinion are likely to become, the subject of a claim of infringement of a United States patent, copyright or a trade secret, the District shall permit the Contractor at its option and expense either to procure for the District the right to continue using the components or software, or to replace or modify the same so that they become non infringing and continue to meet the order’s specifications. If neither of these options can reasonably be taken, or if the use of such equipment or software by the District shall be prevented by injunction, the Contractor agrees to take back such equipment or software, and refund any sums the District has paid Contractor less any reasonable amount for use or damage and make every reasonable effort to assist the District in procuring substitute equipment or software. If, in the sole opinion of the District, the return of such infringing equipment or software makes the retention of other items of equipment or software acquired from the Contractor under this contract impractical, the District shall then have the option of terminating the contract, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such equipment or software and refund any sums the District has paid Contractor less any reasonable amount for use or damage.

10. INDEMNIFICATION:

To the furthest extent permitted by California law, Contractor shall defend, indemnify, and hold harmless the District, its agents, representatives, officers, consultants, employees, and volunteers (the “indemnified parties”) from any and all demands, losses, liabilities, claims, suits and actions (the “claims”) of any kind, nature, and description, including, but not limited to, attorneys’ fees and costs, directly or indirectly arising from personal or bodily injuries, death, property damage, or otherwise arising out of, connected with, or resulting from the performance of this Agreement unless the claims are caused wholly by the sole negligence or willful misconduct of the indemnified parties. The District shall have the right to accept or reject any legal representation that Contractor proposes to defend the District.

11. INSURANCE:

As required by law, Contractor acknowledges Contractor’s obligation to obtain appropriate insurance coverage in accordance with the requirements listed below for the benefit of the District and Contractor’s employees, if any.

(a) The Contractor shall carry Workers’ Compensation and Employers Liability Insurance in accordance with the laws of the State of California.

(b) The Contractor shall carry Commercial General Insurance with limits of not less than One Million Dollars ($1,000,000) and Auto Liability Insurance with limits of not less than One Million Dollars ($1,000,000) combined single limit respectively, bodily injury and property damage liability per occurrence.

Each policy of insurance required in Item 9b above shall by separate endorsement name District and its officers, agents and employees as additional named insureds; shall state that, with respect to the operations of Contractor hereunder, such policy is primary and any insurance carried by District is excess and non-contributory with such primary insurance; shall state that not less than thirty (30) days’ written notice shall be given to District prior to cancellation; and, shall waive all rights of subrogation.

12. COMPLIANCE WITH LAW/CONFIDENTIALITY:

Contractor shall comply with all federal, state and local laws and ordinances applicable to the Services. Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Contractor, or divulge, disclose, or communicate in any manner any information that is proprietary to the District or protected from disclosure by law (such as student records). Contractor will protect such information and treat it as strictly confidential.

This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Contractor will return to the District all student records, other records, notes, documentation and other items that were used, created, or controlled by Contractor during the term of this Agreement.

13. MEDIATION/ARBITRATION:

If a dispute arises out of or relating to the contract or the breach thereof, and if said dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation under a mutually agreed upon process before resorting to arbitration. Thereafter, any unresolved controversy or claim arising out of or relating to the Agreement, or breach thereof, shall be settled by arbitration in the State of California, Riverside County, in accordance with a mutually agreed upon process.

14. GOVERNING LAW CALIFORNIA:

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of Riverside County, California.

15. FINGERPRINTING:

The Fingerprinting/Criminal Background Investigation Certification must be completed and attached to this Agreement prior to Contractor’s performing of any portion of the Services.

16. ANTIDISCRIMINATION:

It is the policy of the District that in connection with all work performed under Agreements, there be no discrimination against any prospective or active employee engaged in the work because of race, color, ancestry, national origin, religious creed, sex, age, or marital status. The Contractor agrees to comply with applicable federal and California laws, including, but not limited to, the California Fair Employment and Housing Act, beginning with Government Code section 12900 and Labor Code section 1735. In addition, the Contractor agrees to require like compliance by any subcontractors employed on the work by such Contractor. In accordance with Government Code section 12990, the Contractor shall give written notice of its anti-discrimination obligations to any labor organization with which Contractor has a collective bargaining or other agreement. Contractor shall also require any subcontractor it hires to provide written notice of its anti-discrimination obligations to any labor organizations with which the subcontractor has a collective bargaining or other agreement.

17. FORCE MAJEURE:

Contractor shall be excused from performance hereunder during the time and to the extent that it is prevented from obtaining delivery, or performing by act of God, fire, strike, loss, or shortage of transportation facilities, lock-out, commandeering of materials, products, plants, or facilities by the government, when satisfactory evidence thereof is presented to the District, provided that it is satisfactorily established that the non-performance is not due to the fault or neglect of the Contractor.

18. TERMINATION FOR CAUSE:

Should Contractor fail to comply with any of the terms or conditions set forth in this Agreement, or should the District determine that Contractor is in any other way unfit, unqualified, or unable to perform the Services under this Agreement, then the District shall have the right to terminate this Agreement by providing written notice of cancellation to Contractor, unless within ten (10) days after service of such written notice of the condition or violation the Contractor shall correct the condition or violation and/or make satisfactory arrangements for the correction thereof.

Contractor shall be liable for all damages caused to the District by reason of Contractor's failure to perform and complete the Agreement. Termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of termination.

19. TERMINATION FOR CONVENIENCE.

The District may, at any time, with or without reason, terminate this Agreement and compensate Contractor only for Services satisfactorily rendered to the date of termination.

Written notice by the District shall be sufficient to stop further performance of Services by Contractor. Notice shall be deemed given when received by Contractor or not later than ten

(10) calendar days after the day of mailing, whichever is sooner.

20. WORK PRODUCT OWNERSHIP:

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part by Contractor in connection with the Services shall be the exclusive property of the District. Upon request, Contractor shall sign all documents necessary to confirm or perfect the exclusive ownership of the District to the Work Product.

21. ENTIRE AGREEMENT:

The complete Agreement as set forth in Section 2. CONTRACT above constitutes the entire Agreement of the parties. No other agreements, oral or written, pertaining to the scope of work exists between the parties. This Agreement can be modified only by written amendment, signed by Contractor and District’s authorized purchasing representative, who for the purpose of this agreement is Michele Huntoon, Associate Superintendent, Business & Operations.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed.

STOCKTON UNIFIED SCHOOL DISTRICT [CONTRACTOR NAME]

Michelle Huntoon, Ed.D.

Associate Superintendent, Business & Operations

Name (Print)

Signature Date

Signature Date

Governing Board Date